SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the Month of February 2005
SHINHAN FINANCIAL GROUP CO., LTD.
(Translation of registrant's name into English)
120, 2-Ga, Taepyung-Ro, Jung-Gu, Seoul 100-102, Korea
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_______.
1. BOARD RESOLUTION TO CONVENE GENERAL SHAREHOLDERS' MEETING FOR THE FISCAL
YEAR OF 2004
On February 22, 2005, the board of directors of Shinhan Financial Group made a
resolution to convene the annual general shareholders' meeting for the fiscal
year of 2004 as follows:
1. Date and Time March 30, 2005 10 A.M., Seoul time.
2. Venue Auditorium, 20th floor / Shinhan Bank,
120, 2Ga, Taepyung-ro, Jung-gu, Seoul, Korea
3. Agenda
1) Approval of balance sheet, income statement and statement of
appropriation of retained earnings for the fiscal year 2004 (January
1, 2004 ~ December 31, 2004).
2) Appointment of directors (See 3 below)
3) Appointment of Audit Committee members (See 3 below)
4) Approval of director remuneration pool
5) Approval of stock option grant to the executives, department heads,
and directors of Shinhan Financial Group and its Subsidiaries (See 4
below)
2. CASH DIVIDENDS
On February 22, 2005, the board of directors of Shinhan Financial Group made a
resolution to pay cash dividends for the fiscal year 2004, subject to the
shareholders' approval on March 30, 2005.
Total Dividend Amount
1) Dividend for Common Stock: KRW 232,749 million
(KRW 750 per share, 15% of par value and 3.28% of market price* of
Common Stock)
* Calculation of market price: In accordance with the related
regulations in Korea, the market price should be calculated by
averaging closing prices of the 5 days of 2004 year end.
Date Closing Price
----------- --------------
28-Dec-2004 23,300
27-Dec-2004 23,050
24-Dec-2004 23,000
23-Dec-2004 22,650
22-Dec-2004 22,200
Average 22,840 = Market price
2) Dividend for Preferred Stock: KRW 115,141 million
3) Total: KRW 347,890 million
* The dividend must be approved by the annual general shareholders'
meeting scheduled on March 30, 2005 and the details may be changed in
the shareholders' meeting.
3. APPOINTMENT OF OUTSIDE DIRECTORS
The following is the list of director candidates recommended by the Outside
Director Recommendation Committee. The appointment of directors must be approved
by the shareholders' meeting.
POSITIONS TO AUDIT COMMITTEE
CANDIDATE NAME TENURE BE HELD NEW APPOINTMENT MEMBER NOMINEE
----------------- ------ ---------------- --------------- ----------------
Pyung Joo Kim 1 year Outside Director 0
In Sup Kim 1 year Outside Director
Sang Yoon Lee 1 year Outside Director 0
Yoon Soo Yoon 1 year Outside Director
Shee Yul Ryoo 1 year Outside Director New Appointment
Byung Hun Park 1 year Outside Director
Dong Hyun Kwon 1 year Outside Director 0
Young Hoon Choi 1 year Outside Director New Appointment
Si Jong Kim 1 year Outside Director New Appointment 0
Philippe Reynielx 1 year Outside Director
* Pyung Joo Kim, In Sup Kim, Sang Yoon Lee, Yoon Soo Yoon, and Shee Yul Ryoo
are outside director candidates with professional expertise.
* For the personal profile of each candidate, please refer to the exhibit 99
of this report.
4. APPOINTMENT OF AUDIT COMMITTEE MEMBERS
Among the nominated outside director candidates, Dong Hyun Kwon, Si Jong Kim,
In Sup Kim and Sang Yoon Lee were recommended as candidates of the audit
committee members of 2005 through the resolution of the audit committee meeting.
Dong Hyun Kwon, who is non executive director with 3 year tenure appointed in
2004, was also nominated as audit committee member candidate. The appointment of
audit committee members must be approved at the shareholders' meeting.
5. GRANT OF STOCK OPTIONS
A. Grant of Stock Options to Executives and Officers
1) Grantees: A total of 46 executives and officers of Shinhan Financial
Group and its subsidiaries (Shinhan Bank, Chohung Bank, Good Morning
Shinhan Securities, Shinhan Card, Shinhan Capital, and Shinhan Credit
Information)- See A.7 below for details
2) Number of options to be granted: stock options to purchase 1,196,000
shares in total
3) Exercise price: Minimum exercise price calculated in accordance with
Article 84.9 of the Enforcement Decrees of the Securities Exchange Act
- Determination of exercise price: Based on the arithmetic mean of the
three trading volume-weighted averages of closing prices during the
2-month, 1-month and 1-week periods counting backwards from the grant
date
4) Date of grant: March 30, 2005
5) Exercise period: Exercisable during the 4 year period after the 3rd
anniversary from the grant date.
6) Method of share issuance: Shinhan Financial Group will, at its option,
choose between the following two methods
- to issue new shares at the exercise price; or
- to pay the grantees cash in an amount to the difference between the
market price of shares at the exercise date and exercise price.
7) Details of Stock Options Granted to Executives and Officers
Company Title Name No. of Shares
------- ----- ---- -------------
SFG Chairman Eung Chan Ra 100,000
President & CEO Young Hwi Choi 90,000
Senior Exe. VP Jae Woo Lee 20,000
Senior Exe. VP Chil Sun Hong 20,000
Senior Exe. VP Byung Jae Cho 20,000
Senior Exe. VP Baek Soon Lee 20,000
----------------------------------------------------------------------------------------
Shinhan Bank President Sang Hoon Shin 80,000
Standing Auditor Jao Ho Cho 20,000
Dep. President Gwang Lim Yoon 20,000
Dep. President Min Ky Han 20,000
Dep. President Do Heui Han 20,000
Dep. President Jin Won Suh 20,000
Dep. President Shin Keun Yang 20,000
Dep. President Sang Young Oh 20,000
Dep. President Hyu Won Lee 20,000
Dep. President Sang Woon Choi 20,000
Dep. President Eun Sik Kim 20,000
Company Title Name No. of Shares
------- ----- ---- -------------
Chohung Bank President Dong Soo Choi 80,000
Standing Auditor Jee Hong Yoo 20,000
Dep. President Bhang Gil Choi 20,000
Dep. President Hee Soo Kim 20,000
Dep. President Kwang Yub Chung 20,000
Dep. President Hong Hee Chae 20,000
Dep. President Yong Uk O 20,000
Dep. President Jeong Woo Chang 20,000
Dep. President Jae Yoo Kim 20,000
Dep. President In Joon Chaey 20,000
Dep. President Chang Seong Moon 20,000
Dep. President Sung Yoon Kim 20,000
----------------------------------------------------------------------------------------
Shinhan President Sung Kyun Hong 40,000
Card Standing Auditor Tea Kyu Lee 15,000
Dep. CEO Sung Won Kim 15,000
Acting Dep. CEO Woo Yeop Shim 12,000
Acting Dep. CEO Moon Han KIm 12,000
----------------------------------------------------------------------------------------
Good Morning Vice Chairman Woo Keun Lee 40,000
Shinhan Securities CEO Kang Won Lee 40,000
Standing Auditor Sung No Lee 15,000
Deputy CEO Hyeon Jae Han 15,000
Deputy CEO Chae Young Jung 15,000
Deputy CEO Seok Joong Kim 15,000
Deputy CEO Jin Kook Lee 15,000
Deputy CEO Yoo Shin Jung 15,000
----------------------------------------------------------------------------------------
Shinhan Capital President Dong Girl Lee 40,000
Vice President Sang Dae Kim 15,000
Acting Vice President Seung Keun Oh 12,000
----------------------------------------------------------------------------------------
Shinhan CEO Boem Seong Shin 15,000
Credit Information
---------
Total 1,196,000
=========
B. Grant of Stock Options to Department Heads
1) Grantees: Department heads of Shinhan Financial Group and its
subsidiaries
2) Number of options to be granted: Stock options to purchase up to
1,500,000 shares in total. Specific number of options granted to each
individual will be determined in consideration of the evaluation
results of the relevant individual as well as the company where such
individual works.
* The board of directors of Shinhan Financial Group has entrusted the
CEO with the authority to decide the grantees and the numbers of
options to be granted to each individual and the decision will be
approved by the annual general shareholders' meeting on March 30,
2005.
3) Exercise price: Minimum exercise price calculated in accordance with
Article 84.9 of the Enforcement Decree of Securities Exchange Act
4) Date of grant: March 30, 2005
5) Exercise period: Exercisable during the 4 year period after the 3rd
anniversary from the grant date.
6) Method of share issuance: Shinhan Financial Group will, at its
option, choose between the following two methods
- to issue new shares at the exercise price; or
- to pay the grantees cash in an amount to the difference
between the market price of shares at the exercise date and
exercise price.
C. Grant of Stock Options to Outside Directors
1) Grantees: 5 outside directors with professional expertise
* The stock options will be granted to outside directors with
professional expertise to be appointed at the general shareholders
meeting on March 30, 2005.
2) Number of options to be granted: 10,000 shares for each, 50,000 shares
in total
3) Exercise price: Minimum exercise price calculated in accordance with
Article 84.9 of the Enforcement Decree of Securities Exchange Act
4) Date of grant: March 30, 2005
5) Exercise period: Exercisable during the 4 year period after the 3rd
anniversary from the grant date.
6) Method of share issuance: Shinhan Financial Group will, at its
option, choose between the following two methods
- to issue new shares at the exercise price; or
- to pay the grantees cash in an amount to the difference between
the market price of shares at the exercise date and exercise
price.
EXHIBIT 99. RESUME OF DIRECTOR CANDIDATES
1. PYUNG JOO KIM
1. Date of Birth: February 6, 1939
2. Current Position: Visiting Professor, KDI School of Public Policy and
Management
3. Education: Ph. D in Economics, Princeton University, U.S.A. (1976)
4. Working Experience
- Sep. 1983 : Dean, College of Commerce, Sogang University
- Nov. 1990 : Dean, Graduate School of Economics & Policies,
Sogang University
- Oct. 1999: Dean, Graduate School of International Studies,
Sogang University
- Mar. 2004 : Professor Emeritus, Sogang University
2. IL SUP KIM
1. Date of Birth: July 1, 1946
2. Current Position: Professor, Ehwa Womans University
3. Education: Ph.D., Business Administration, Seoul National University
(1991)
4. Working Experience
- 1977~1981: Director of international affairs, KICPA
- 1985~1993: Head of Seoul Consulting Inc., Samil Consulting & Research
Inc. and Samil Coopers & Lybrand Consulting Inc.
- 1990~1997: Member of the Advisory Committee on Accounting
Establishment, Securities Supervisory Board
- 1993~1994: Chairman of the Auditing Research Committee, KICPA
- 1994~1998: Vice President of the KICPA in charge of international
affairs
- 1995: Vice president of the Korean Accounting Association
- 1997~1998: Member of the Accounting Standards Deliberation Committee,
Securities Supervisory Board
- 2002~2004 Vice President of Ehwa Womans University
3. SANG YOON LEE
1. Date of Birth: September 13, 1942
2. Current Position: Representative Director and President, Nongsim Ltd.
3. Education: BA in Commerce, Seoul National Univ.(1966)
4. Working Experience
- Jul. 1968: Goldenbell Commerce
- Jan. 1971: Lotte Industry Ltd. (currently Nongsim Ltd.)
- Mar. 1978: Director, Nongsim Ltd.
- Jan. 1986: Senior Executive Director, Head of Sales Division,
Nongsim Ltd.
- Sep. 1994: Representative Director and President, Nongsim Ltd.
- Oct. 1997: Representative Director & Vice Chairman, Nongsim Ltd.
- Jan. 2001: Representative Director and President, Nongsim Ltd.
(current)
- Feb. 2001: Non-statutory Vice-Chairman, Korea Food Industry
Association (current)
4. YOON SOO YOON
1. Date of Birth: March 5, 1946
2. Current Position: Chairman/CEO of FILA Korea Ltd.
3. Education: BA in Political Science & Diplomacy,
Korea University of Foreign Studies (1974)
4. Working Experience
- 1973 ~ 1975 A Shipping Public Corporation
- 1975 ~ 1981 JC Penney
- 1981 ~ 1984 Hwasung Co., Ltd (Export Director)
- Mar. 1984 President of Daewoon Trading Co.,
- July. 1985 President of Care Line Corp. (current)
5. SHEE YUL RYOO (NEW CANDIDATE)
1. Date of Birth: September 5, 1938
2. Current Position: Advisor, Shin & Kim
3. Education: LLB, Seoul National University 1961
4. Working Experience
- Jan. 1995: Vice President, Bank of Korea
- Mar. 1997: President, Korea First Bank
- Nov. 1999: Chairman, Korea Federation of Banks
- Apr. 2001: Steering Committee Member,
Korea Center for International Finance (current)
6. BYUNG HUN PARK
1. Date of Birth: September 10, 1928
2. Current Position: Chairman, Daeseong Precisions Ltd (current)
3. Education: BA in Economics at Meiji University, Japan (1953)
4. Working Experience
- Mar. 1985 President, HQ of Korean Residents' Union in Japan
- Mar. 1985 Honorary Chairman, '88 Seoul Olympics Sponsor Group
- Mar. 1989 Chairman, Daeseong Electronics Ltd (current)
- Dec. 1989 President, Seongsang Co Ltd (current)
- Mar. 1990 Statutory Advisor, HQ of Korean Residents' Union in Japan
(current)
- Jun. 1990 Honorary Chairman, Overseas Korean Representatives
(current)
- Aug. 2001 Outside Director, Shinhan Financial Group (current)
7. DONG HYUN KWON
1. Date of Birth: November 27, 1936
2. Current Position: Chairman, Aichi Commerce (current)
3. Education: Tsukyo Commercial High School
4. Working Experience
- Apr. 1977 President, King Tour Ltd.
- Jun. 1984 Director, Aichi Commerce
- Aug. 1986 President, Douwa Tour Ltd. Japan
- 1991 Advisor to the Peace Unification Advisory Group
- 1991 Vice-Chairman, Korean Motherland Investment Association
- Jun. 1993 Advisor, Aichiken Korean Commerce Chamber
- Feb. 1997 Outside Director, Shinhan Bank
- Jun. 2000 Chairman, Aichi Commerce (current)
- Aug. 2001
~Mar 03 Outside Director, Shinhan Financial Group
8. YOUNG HOON CHOI (NEW CANDIDATE)
1. Date of Birth: November 8, 1928
2. Current Position: CEO, Young-In Tour Farm
3. Education: LLB in Law, Ritsumeikan University, Japan (1953)
4. Working Experience
- Apr 1953 CEO, New Metro, Japan
- Aug. 1982 Non Executive Director, Shinhan Bank.
9. SI JONG KIM (NEW CANDIDATE)
1. Date of Birth: April 16, 1937
2. Current Position: Standing Advisor, Kanagawa Division, Korean Residents'
Union in Japan (current)
3. Education: Sigaken Yas High School (1955)
4. Working Experience
- May. 1982 Director, Yokohama Shogin,
- Apr. 1987 Director, Korea Chamber of Office in Kanagawa, Japan
- April 1991 Vice president, Korean Residents' Union in Japan
10. PHILIPPE REYNIEIX
1. Date of Birth: June 24, 1949
2. Current Position: CEO & GM for Korea, BNP Paribas, Seoul
3. Education: Master of Business Law (with award), Paris II Univ. (1973)
4. Working Experience
- 1974 - 1977: Assistant Professor at the Law School in Dakar, Senegal
- 1977 - 1984: B.I.A.O. (International Bank for West Africa)
- 1984 - 1986: Head of Credit & Marketing, Paribas, Gabon
- 1986 - 1990: Deputy General Manager, Paribas, Seoul
- 1990 - 1994: Deputy Head of Corporate Banking,
Asia Pacific Division Paribas, Paris
- 1994 - 2000: Country Manager, Singapore,
Regional Head of Corporate Banking for S.E. Paribas,
Singapore
- 2000 - 2002: Chief Operating Officer BNP Paribas, Singapore
- July 2002 CEO & GM for Korea BNP Paribas, Seoul (current)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SHINHAN FINANCIAL GROUP CO., LTD.
By /s/ Byung Jae Cho
--------------------------------------
Name: Byung Jae Cho
Title: Chief Financial Officer
Date: February 22, 2005